Riders of the Storm Affair
by Uncle Charlie
Summary: Towns are being devastated, THRUSH has to be behind it - don't they?  It's hard to say when The Doctor's involved.  Warnings: DW, language, moderate violence


The road stretched out into the night, both its beginning and end cloaked in darkness. The desert creatures paid little attention to it, even when the occasional vehicle sped along it. To them, it was just another fixture of the landscape, much like a rock or a cactus.

The bedlam that the motorcycles made caused some of the smaller animals to scurry away and seek cover, but larger, more knowing creatures simply hunkered down and waited for the invasion to pass.

The lead motorcyclist screeched to a halt and brought his kickstand down. He looked around as if to verify his bearings and brought up a hand. Behind him the other bikers held up, pausing in the cool night to await orders.

On a distant butte, lights flashed in a seemingly random pattern, as if a driver had hit a patch of rough road and was bouncing along.

The lead biker gestured and immediately the others began to coast along the road, spraying the blacktop with a clear liquid. When the road was bathed in a shimmering coat, they rode off, preceding their self-appointed leader.

Once he was certain that everyone was clear, the man started up his motorcycle and roared away into the dark. He sped past his troop and took his spot at the front.

Abruptly behind them, the road erupted into flames and all life around the narrow strip of asphalt ceased to be.

Napoleon Solo flailed in the water, vainly trying to keep his head above water, while avoiding the oar that was aimed at the same aforementioned head. The man in the boat was quite intent upon relieving the world of one more UNCLE agent, just as Napoleon was intent upon just the opposite. He was especially keen to get out before the blood from his multiple cuts and scrapes attracted the sharks known to infest these waters.

And all the time, he couldn't help but wonder what had happened to his partner. Napoleon had heard the rifle crack and seen Kuryakin stiffen and then pitch headfirst over the side of the boat, but hadn't been able to locate him in their murky depths.

Suddenly the boat began to rock and the THRUSH agent started to yell, his limbs wind milling frantically in an effort to maintain his balance. Then abruptly he was also in the water and paddling anxiously, close to Solo's fist. Napoleon couldn't see how anyone could blame him for striking out, catching the THRUSH agent with a serious left hook.

The enemy agent gurgled and started to lose his battle with buoyancy, just as a hand was extended down to Solo.

"Napoleon!" He heard the distinct accent of his partner and reached for the hand. A sharp pull and Napoleon was grappling up the side of the boat in a frantic attempt to crawl inside it.

Behind him, he could hear cries and thrashing; apparently the sharks had arrived, too late to dine upon him, but just in time for dinner with his foe.

Napoleon fell onto the bottom of the boat and gasped for breath. Illya Kuryakin collapsed beside him.

"Thanks, your arrival was timely as always."

"I try to be punctual." Illya studied the night. "Too late for him though."

"That's okay. I guess the sharks were more in the mood for fowl tonight as opposed to red meat." He wiped his face free from water and blew out a deep breath.

"Lucky you."

"So what happened to you?" Napoleon gave his partner a once over, but the man seemed in good shape, albeit wet through and through.

Illya finger-combed his hair off his forehead and shrugged noncommittally. "THRUSH are notoriously bad shots. They just nicked me, but I saw an opportunity. Did they happen to leave you with your communicator? Mine went to sleep with the fishes and who knows what else down there."

"Sorry." Napoleon reached for the oars. The wind was starting to come up and he wanted to get ashore as quickly as possible. "Mr. Waverly is going to love this report."

"Through your fingers, Mr. Solo?" There were many words to describe Alexander Waverly - benevolent leader of UNCLE - North America, wise and worldly old work horse, even former rogue and master spy, but Napoleon felt only an unsettling sense of fear of his boss at the moment. "How is that possible? I was led to believe you were a competent agent. Apparently, I was misinformed."

Illya Kuryakin kept a low profile, focusing his attention upon a file folder and trying to keep under Waverly's radar. They'd been patched up, cleaned up, and allowed a few minutes to change before being ushered directly to their superior's office.

"And you, Mr. Kuryakin. I can understand Mr. Solo being led astray by a pretty face, but I'd thought you made of sterner stuff."

"Yes, sir." Illya took the tongue lashing with just enough humility to make Waverly think his words were having an effect. Both agents had seriously underestimated the depth to which THRUSH had recently sunk in an attempt to undermine them. It was as if THRUSH could read their thoughts and tailored the movement of their operatives just so.

"So once again THRUSH has managed to outwit us. This is unthinkable gentlemen. In the last three months, we have had four operations fall to them. How they are transmitting their information is beyond us. We have been monitoring all the usual forms of communications and have even entertained a few not so usual." Waverly packed the bowl of his favorite pipe with tobacco and set a match to it. He huffed and puffed away while both of his top agents sat quietly contemplating his words.

"Have we considered a leak from within the organization?"

"Indeed we have, Mr. Solo, and have spent a good deal of time and effort pursuing that course. None of our misdirection has come to anything but wasted man hours." He sat and redirected his attention to his pipe. "This is something new, gentlemen, very new and very threatening. Somehow, THRUSH is managing to pass along information, directions and counter intelligence right under our noses. I don't have to remind you that unless we get a handle upon this and soon, this organization will soon be a useless weapon against evil."

That was something that had never occurred to either agent. Napoleon could see his anxiety reflected in his partner's blue eyes. "I…uh… think you might be over reacting, sir," Napoleon said after a long moment.

"I have seen many things, Mr. Solo, and done even more. Never have I been accused of over-reacting. Unless either of you has something pertinent to add, you're both dismissed."

Illya sat at his desk, pushing a paperclip around with a forefinger. The report sat, ignored, on the corner of the desk and his cup of coffee had grown tepid. There was something in Waverly's reaction that spoke badly about all of this. It did seem like THRUSH was gaining the upper hand more often than not these days. It was common knowledge that they bugged THRUSH and the other organization did likewise. Codes were changed, frequencies modulated, but always there was a sense of connectivity between them…until now. THRUSH, not surprisingly, had changed the rules and that change frightened his superior.

Napoleon came around the corner and sank down into the hardwood chair beside his partner's desk.

"You too?"

"Me too." Illya began to straighten the paperclip. "Worse than that, I don't even know where to begin. I've reviewed all the case files for the last four months so often I can recite them in my sleep."

"Your dates must be thrilled. Is there something in common with all of them that you've overlooked?"

"Obviously, Napoleon, or we would not be having this conversation." Illya ran a hand through his hair, brushing it back off his forehead. With the exception of a few pieces, it immediately slid back in place.

"Perhaps we're looking too hard. Maybe we need to take a step back. Do you have declassified copies of the files?"

"Of course, but I don't understand. ..."

"My place, two hours," Napoleon said, smiling. "Sometimes you are oblivious to the clearest things in the world and all you need is a change of scenery to see it. Bring the files and something to drink." And Napoleon was gone.

Illya sighed and returned his attention to the mauled paperclip. Once you twisted them out of shape, no amount of care or manipulation could restore them to their former shape. He hoped UNCLE wasn't about to suffer the same fate.

The town was small, nearly abandoned after the loss of the mine. The few residents kept indoors during the blistering heat of the day. Here the temperature could easily melt asphalt. That was why it suddenly drew the attention of the locals when a road crew appeared and began the painstaking job of patching the road. A grand total of five cars rumbled down it during the course of an average day and none of them were usually inclined to stop and pass the time here.

Why would the State suddenly decide that the road was worth saving? Dan Nicks was the unofficial head of the town, such as it was. Shell shocked and battle worn, he'd purposefully gone looking for some place away from the mass of humanity. While life here wasn't ideal, it was quiet; the days bled into one another and his routines went blissfully uninterrupted…until now.

He watched the men sweat as they applied the liquid asphalt to the road, the newest of the material standing out against the older gray surface of the road. The newer tar decorated the surface, looking a bit like fancy icing on a wedding cake.

"Mad dogs and English men," he grumbled, turning to back his own task. A dog, so old his nuzzle had turned white with age, lifted his head and then dropped it back down. No matter what was going on, there was no way you'd convince him to go out in the mid-day sun.

At the knock on his door, Napoleon turned off his oven and tossed the dishtowel he'd been using as a pot holder on the drain board of his sink.

It took a moment to manipulate all the locks, but it was routine and a cautious agent was a live agent. Eventually, the door opened to reveal his partner leaning against the door frame.

"I didn't know what you would be in the mood for," Illya said by way of an explanation for the bag he carried in one arm. The other hand clutched the briefcase carrying all the reports.

"I'm easy," Napoleon said, with a smile.

"So the bathroom walls would lead us to believe." Illya waited for his partner to reset the extensive lock system and then followed him into the kitchen, dropping the briefcase onto the sofa as he passed it. Immediately at home, he took two bottles of white wine out and put them into the refrigerator. The reds he left on the counter top. "I figured you'd probably do Italian, but wanted to cover all bases, just in case." He shut the refrigerator door and opened the freezer, pulling out a bottle of vodka, and retrieving a water glass from the cupboard next to the refrigerator.

"Nothing fancy, just sausage and peppers over pasta." Napoleon turned the heat back up on the pot of water, letting it come back to a rolling boil before adding the pasta.

Illya had already carried the bottle to the sofa and had collapsed onto it, spreading out the files on the coffee table. He poured a generous amount of vodka into the glass and picked up the closest folder.

"This is truly maddening," he admitted hours later. The vodka was long gone as were two of the bottles of wine. He dropped the sheaf of paper he was holding and tipped his head back with a groan.

"You heard Waverly, the very world, hell, our retirement hangs in the balance."

"How capitalistic of you, Napoleon." Illya stretched his arms over his head and winced at the pull in his shoulder, a legacy of their last encounter with THRUSH. "I just can't connect the dots. The only thing these files have in common is nothing in common. Oh, and the language. They're all in English."

"That's because it's what we speak," Napoleon said.

"No, it's what you speak. What I'm saying is that all these reports came in English. Usually they are all over the map, language wise, and Translations puts them into English for those poor souls who are restricted by a single tongue."

Napoleon's head jerked up at a thought. "Say that again."

"What? That some people are hampered by a lack of linguistic skills?" Illya had had just enough alcohol to start to feel sleepy.

"All these reports came from America?"

"Didn't I say that all ready?" He stood and stretched again. "I think it's time to put a lid on this and go to bed."

"You really shouldn't be driving, partner."

"I'm not drunk, Napoleon, just tired. I'm running on fumes."

"All the more reason you should stay here tonight."

Illya looked like he was going to protest for a moment, but then started a none too steady path towards the guest room. Napoleon watched him go and then glanced back down at the files. "All in English…hmm." He thought for a moment and then pulled out his communicator. "Open Channel D please, Solo here."

"Channel D is open." Napoleon was startled by a male voice. Usually communications was handled by women. "Go ahead, Mr. Solo."

"Who is this?"

"Agent Harkney." The name wasn't familiar and Napoleon thought for a moment. Perhaps he was just being paranoid, but this was an odd situation.

"Hi, Napoleon, what's going on?" asked the familiar voice of a woman he'd recently dated. Relief flooded back to him.

"Barbara, I was worried."

"I just had to step out of the room for a moment and Denny was filling in for me. Is there a problem?"

"I was wondering if you could connect me with files and records."

"It's one o'clock in the morning, Napoleon, there's no one down there now."

Napoleon glanced at his watch and over at Illya, stripped down to his underwear, as he moved from the guest room to the bathroom. "I guess I lost track of time. Sorry, I'll try when I get in."

"So what are you doing, tiger?" The woman's voice had dropped to a purr as Napoleon continued to watch Illya struggle with the bathroom door. Eventually the Russian would remember you pushed, not pulled, but it was an amusing sight, none the less.

"Oh, just waiting for Illya to get ready for bed."

"I see." The woman's voice had dropped several degrees. "And do you frequently watch **him **get ready for bed?"

Had he thought about the possible misconstruing of his answer, he would have phrased it differently, but he'd had just enough alcohol to slow that part of his brain. "Oh yes." Then he realized the channel had gone dead. He shook the instrument and set it down on the table.

The air was so hot, so still, it was as if all time was stopped in place. Dan Nicks drained the last drop of beer from the bottle and tossed it onto a growing pile. For three hours, he'd watched the road crew work, patching the road with their new fangled bits of equipment. They were suffering in the heat; there was no doubt of that. One had already collapsed and he was unceremoniously dragged back to the shade cast by one of the trucks. Even the smallest child here knew that you didn't venture out during the day. Too bad these idiots didn't have enough common sense to fill a thimble.

"What they doing out there, Dan?" Old Man Whelan was a man of few words.

"Getting heat stroke, I would guess. They can't be from around here – too stupid to be local."

"Why would the State be fixing our road?"

"When I asked, I was to shut up." Dan opened a bottle and handed it to the older man.

"Interesting attitude for a public servant," Whelan said, then took a long drag on the beer.

"Suspicious, more like.

"I think they're leaving messages for aliens."

Dan didn't answer, trying not to roll his eyes. This was a common theme with Whelan's conversations. Always on the lookout for space aliens, always worried about being abducted, like aliens would, first, be looking at the population of No Luck as fodder for the human race, and second, that they'd take Whelan over someone else.

Still, he had to give the old man credit, the squiggles and swirls did sort of look like some crazy writing.

"And I'll tell you something else, Mr. Mayor," Whelan continued. "You'd be a mighty poor official to not put an end to it."

Illya glanced up as Napoleon dropped a handful of reports onto the already towering stack of paper in Kuryakin's incoming basket. "It seemed like such a good thought last night," Illya muttered, pulling off his glasses and pinching the bridge of his nose. "Are these all of them?"

"Yes, finally. All the reports made in English with no prior translation."

"We need to thin the herd, I think." Illya lifted up the closest one. "This one was made from England." He set it aside. "Canada…" Another pile. "The U.S." - went in a third pile. He flicked his eyes up at Solo. "Do you want to play?"

"Well, I…ah…heard something that I thought…I mean…"

"Go, Napoleon." Illya gestured to the door as he returned his attention to the files. To be honest, it would be faster without his partner's help anyway.

There was a hesitant knock on his door, just as the sun was starting to kiss the horizon. Not that it made any difference. Day or night, it was always either blazing or freezing here, whether from the sun or night, extremes were what No Luck did best.

Dan looked up at the noise, shocked. So few people bothered to knock anymore.

He opened it to reveal a young woman, her hair escaping from the ponytail that had previously held it in place, disheveled clothes. She was another citizen who spent her day in this hell hole working hard for nothing, going nowhere but to bed so that she could repeat the performance the next day and the next.

Halle Whelan, granddaughter to the old man was an oxymoron. College educated, she'd had a free ride out of this stinking hell hole, but had returned after graduation to take care of her grandfather. Parents gone, she'd reckoned he was all the family she had left and family always stuck together.

"What's wrong, Halle?"

"Have you seen Granddaddy? Sol said you were talking with him earlier."

"Yeah, around two. He's not home yet?"

"No, and I'm starting to get worried. Those construction workers have him all riled up." That was Halle-speak for her grandfather's alien invasion conviction.

"Tell you what, honey, I'll get the dog and go have a look around. He couldn't have gone too far."

"I'd really appreciate it, Dan. Last time he wandered off like that, I found him naked in the Hansen's grain storage bin. I don't have to remind you of how that all played out."

Dan chuckled, he remembered that. "You get yourself home and let me see what I can find."

Napoleon ducked out of his office door and mentally wiped his brow. It wasn't that he was lazy; he just really, really hated paperwork. He started to wander down the hall just as a group of new recruits passed by. Their tour guide, Chris Bangston, held up a hand and they paused.

"I know some of you are assigned to Section 2. This is your CEA, Napoleon Solo." Bangston stopped as if expecting them to break into applause.

"Welcome to UNCLE," Napoleon said, smiling and doing a mental survey of the group. They were all so young and he wondered if that's how he'd looked to his CEA the day they'd been introduced. "How goes the tour?"

"Not bad…where's that partner of yours? He wouldn't happen to be down in the gym today?"

"Stuck in his office with mounds of paperwork, I'm afraid, Chris."

"There's paperwork in Section 2?" One of the recruits blurted out and then covered his mouth with his hand as if afraid of the outcome.

"Sadly, yes, a lot of it, but if you're lucky, you get a partner who's willing to handle his or her share of the load."

"And yours as well," Bangston joked.

"Well, rank doth have its privilege. Do you want me to talk to Illya, see if I could arrange something? I'm sure he'll be spoiling for a little action later."

"Yeah, maybe around 4 if he could. It will give me something to talk about at dinner tonight."

In the end Illya ended up with five neat piles, the folders all sorted out by country. He pushed all but the America stack aside and picked those up. Granted the stack was still impressive, it was finally at a manageable level.

He got to the elevator without incident, only to realize he couldn't reach the call button without losing control of the pile. A sound drew his attention and one of the many hard working secretaries was at his side.

"Need a hand?"

"Yes, please." He recognized her as Gwen Trisk, one of Napoleon's many admirers, and knew that her attention was likely more due to an interest in getting the inside track to his partner as opposed to actually helping him. The elevator door opened and Illya waited for his co-workers to disembark before stepping on himself. After a heartbeat the secretary followed him.

"Where are you headed, Mr. Kuryakin?" Finger poised over the control panel, she smiled sweetly at him.

"The map room, please." Illya was always careful to be very polite with the secretaries and the maintenance workers as he relied heavily on their good graces. He'd learned soon after arriving that a kind word and a smile went a long way with his colleagues. They rode the elevator in silence and she followed him to the map room.

"Looks like you've got a long night ahead of you. You and your partner?"

"Regrettably, he, like Elvis, has left the building." He dropped the pile onto the nearest desk with a sigh of relief.

"Too bad. So, could I get you anything from the commissary? A sandwich, some coffee?"

"Yes please, that would be wonderful. I seem to have forgotten to eat today." He absent mindedly loosened his tie and undid the top two buttons of his shirt.

"Must be why you're so skinny. Anything you want me to avoid - the liverwurst, corned beef, tongue?"

"Anything is fine really. Thank you." She slid out the door and Illya immediately began to re-sort through his stacks, separating each state into its own pile. That accomplished, he picked up the nearest file folder. Flipping the cover open, he glanced down at the originating point and then found the corresponding point on the map. He set it aside and reached for the next one.

It wasn't like there were many places to hide in No Luck. The church with its steeple was the tallest building in town and during the day, you could see the horizon stretching out in seemingly endless quantities. At night, it was too dark to see your hand in front of your face without a flashlight.

Still, Dan walked down these streets easily, knowing every bump and crack in the pavement. The smell of fresh asphalt hung heavy and thick in the air, burning the back of his throat. He stopped to study the sky. Nights like this were so clear it was as if you could look straight up to heaven and see God looking back down at you. Dan figured if that ever happened, he'd ask God why the hell he'd ever made a place like No Luck or if it was proof that Hell was here on Earth.

Off in the distance, there was a sudden flare of light and Dan frowned. He'd never seen anything like that before. Whistling for his old hunting dog, Dan walked quickly back to the rundown cardboard shack he laughing called his palatial estate and climbed into his old Ford.

It took two attempts, but it resentfully rumbled to life and Dan drove out, heading for the site of the distant glow.

It burned faintly in the distance and Dan followed the road out and into the badlands. He suddenly braked and stared out at the road. It had melted, burned down to the gravel bed and both sides of the road suffered a similar fate. Everything was blackened. He hit the high beams so that they cast an eerie glow over the still smoldering ruins of the one end of their only escape out of this Podunk crap town.

Then he saw something, a lump. Even the rocks out here were only the size of your fist. Something that big could only be…

Picking his way quickly and carefully through the devastated landscape, he approached the shape with caution. A flash of white hair and he knelt by Old Man's Whelan's side. His back was horrible burned, crisped, and the smell made Dan's stomach lurch.

"Whelan, you just sit tight. I'm going to bring the truck over. We'll get you over to the Doc's and he'll fix you up."

"Too late." The voice was hoarse, Dan realized from the flames and smoke. "It was them, Dan, it was them."

"Who, Whelan, aliens?"

"Worse than aliens, Dan, it was… birds." Whelan's voice faltered and Dan leaned closer as the man whispered something. Something Dan hoped he'd never have heard again, something he'd run to the ends of the Earth to escape and like a bad check, it kept finding its way back to him.

He held Whelan on his lap as the man breathed his last, held him until he was sure that whatever makes up a man's soul had fled its flesh and blood container. He stood, lifting Whelan's body up and flung it over his shoulder in a fireman's carry.

It took him a while to struggle back to the truck with is burden, but he wasn't about to leave the man's body behind for the scavengers to find. Settling him almost reverently down in the passenger's seat, Dan reached into the glove compartment. He pushed aside the usual assortment of crap that gathered there until he found what he was looking for. It looked like a simple silver tire gauge. Then he pulled out the tip of it, uncapped the other end and spoke the words that had been a part of his former life. "Open Channel D please, priority one."

Gwen Trisk returned carrying a well filled tray and she stopped at the door, amazed at what she saw. Illya looked up over the top of his glasses and smiled at her.

"Thank you. You can just put it over there." He waved towards one of the few spots not covered with files.

"That's amazing. How did you figure that out so quickly?" she asked as she set the tray down.

"Do what?" Illya looked from her to the wall map he'd been working on. "I'm just registering all the points where we've intercepted THRUSH messages in the last few months. Why?"

"Don't you see it?"

"See what?" Illya glanced at the map of the United States and frowned. "Are you detecting a pattern?"

"You're too close." She gestured frantically. "Walk over to me and look again."

Illya set down the file folder he was holding and joined her by the door and stared. "омой бог," he swore. "I can't believe I'm seeing that. I can't believe I didn't see that before." He reached for a nearby phone and dialed a number quickly. "Mr. Waverly, could I see you in the map room please? Yes sir, it's very important." He cradled the receiver, still transfixing by the map. "Here." He handed Gwen a folder. "Read off the originating point of transmission." He pointed to a line on the report.

"Um, Bismarck, North Dakota."

Illya slid a pin into the map and nodded. "The next one?"

"Lubbock, Texas."

"Where?

"Lubbock, up towards the top of the state."

It took him a moment of squinting to locate it. "Got it - next?"

"Fort Smith, Arkansas."

The recruits were headed down the corridor, towards the firing range when Napoleon's communicator went off. Most had not yet experienced the joys of being tethered to the thing and watched with great curiosity as he uncapped the pen and spoke into it.

"Solo here." He grinned as Barbara's voice responded.

"Napoleon, we've got an incoming message. I think you're going to want to review it personally. It's from a former Section 2 who went out on a Code Seven."

Napoleon frowned at that. Code Seven, UNCLE speak for a nervous breakdown. Some men came back from it, others weren't as lucky. "Okay, let me grab Illya and I'll be right down. Sorry, Chris, looks like the demo might be scuttled."

"Just give me a head's up, if you can reschedule."

Napoleon stuck his head into the cubicle that served as Illya's office, but there was no sign of his partner, except for stacks of file folders marking his wake.

"Huh." He couldn't believe that Illya had finished, nor was it likely that he'd abandon this project halfway through without a word to Solo. Napoleon pulled his communicator out. "Illya?"

"Yes, Napoleon?"

"Where might you be, partner of mine?"

"Map room, awaiting Mr. Waverly's arrival."

"I need you in communications. We have an incoming from a Code Seven."

"And I need you here."

"Is it important?"

"I'd say rather."

"Guessing I'm coming to you then."

Napoleon was nearly to the map room when he saw Waverly getting off the elevator. The speed of his steps indicated that he was less than pleased by the trip from his office.

"What is this all about, Mr. Solo?"

"I have no idea, sir. Illya just contacted me."

"I see." Together they stepped into the room and came to an abrupt halt.

"Off-hand, though, I'd say that," he gestured to the map, "is what it's all about."

"My word, what are the two of you playing at?" Waverly asked, staring.

"You see it too then? It's not just the imagination of someone laboring under an illusion?" Illya set down the pins and joined his superiors at the door.

"I see it, but I do not understand it, Mr. Kuryakin. What exactly are we looking at?"

"All the recently intercepted THRUSH transmissions."

"Interesting. I'm not exactly sure what to make of it however."

"It occurred to me that we were looking at all the transmissions as one package as opposed to trying to pigeon hole, or perhaps THRUSH hole, would be a more accurate term. I still have no idea as to how this pertains to our communication difficulties."

"And good job assisting Mr. Kuryakin, Miss…ah Trisk. That sort of initiative looks good on an operative's record." The old man glared at Napoleon for a moment and then walked out of the room. For the outline of the pins indicated the definite outline of a bird. Illya was willing to bet it was a THRUSH…

"You could have warned me," Napoleon complained, looking down at the few bits of remaining food on the tray.

"Yes, I could have." Now that Napoleon was in the room, Gwen had unconsciously moved closer to him, as if trapped in his orbit. "But I chose not to." He turned back to the map, resigned to the fact that he'd be seeing the rest of the work through by himself. "What did you say about a Code Seven?"

Napoleon reluctantly pulled his attention away from the secretary. "Oh, forgot about him." He leaned over the desk and hit a toggle. "Go ahead, Communications."

"I thought you'd forgotten about me, cowboy," Barbara's voice answered back. "Okay, let me patch you through on the monitor." Almost immediately her face came into view and she smiled warmly at the agent while Gwen started a slow burn. Illya glanced from one to the other and just smirked.

"All right, play back the message."

"This is Agent Nicks. I have a situation to report and request authorization."

"Go ahead, Agent Nicks," Barbara's voice answered.

"I need to request help. I'm looking at a possible infestation of the bird type. One man is dead, but before he died, he verified THRUSH involvement."

"Where are you, Agent Nicks?"

"No Luck."

"You don't know?"

"No, I'm in No Luck, Arizona." Illya followed the outline of the bird and slipped a pin in the tip of its beak.

"It follows the pattern, Napoleon," he said over his shoulder.

"I'll forward your report on, Agent Nicks. Are you in danger?"

"Not at the moment."

"What do you think, Napoleon?" Illya glanced over at his partner as he tucked his glasses into the pocket of his shirt.

"I hear it's nice in Arizona this time of year."

Illya pulled the sedan over at the fork in the road and stared out over the shimmering blacktop. "And I thought I knew hot. This is worse than the Sahara."

"Oh, I don't know - there aren't any bullet holes in you yet and you're still fully dressed. That has to count for something." Napoleon dropped the map and stared up at the road sign. The huge billboard had long seen its prime pass and now seemed to be barely clinging to life. "I think we're supposed to turn right."

"Are you sure?"

"It's hard to tell. I can't see anything in any direction."

"That's the part that's scaring me," Illya admitted putting the car back into gear. "Still, if you say right, then right it is."

They drove along in companionable silence for a few minutes, until Illya finally broke it.

"Napoleon, what constitutes a Code Seven, exactly? I've heard the phrase, but never actually come up against a working case. No one around HQ wants to talk about it."

"Complete mental collapse. Some folks just can't handle the job. Usually there's something big - a massive death scene, loss of an entire family, something catastrophic – it completely unhinges the agent and he's pulled."

"What and just tossed back out into the mainstream? That's hardly sporting of UNCLE."

"There are all sorts of programs in place to help them ease back into life, but some don't need hand holding – they just need to get away. That was the case with Dan Nicks. He was Section 2 Number 2 when I came on board back in '57. I'm not exactly sure what happened. THRUSH went after his family, I think – wife, kids, parents, siblings - murdered them all right in front of him, but he wouldn't betray UNCLE. Right after that, Waverly put the no marriage rule into effect for active Section 2 agents. Poor bastard chose to lose his mind rather than betray UNCLE."

Illya rubbed at his neck as the sun beat down on it. Off in the distance, black shapes suddenly jutted up from the desert floor, the sun making them dance and shimmer in the heat.

"Looks like you were correct, Napoleon. It was right."

The closer they got, the more the town took shape. Small buildings huddled together as protection from the harshness surrounding them.

"That's very odd." Illya pushed his sunglasses up onto his sweat dampened head and looked around. "Really, really odd."

"What's odd, Illya?"

"The road leading into the town showed signs of being recently patched. Why would someone pay to do that out here?"

"Maybe the town has more money that it knows what to do with. It certainly doesn't spend it on landscaping." The desert came right up to the houses, sand dunes collecting around warped siding and stairs.

"Where did this agent say he lived?"

"Um, straight through town and then take your first left. Down that road about two heart beats."

"Excuse me?"

"That's what he said." Napoleon checked his notes again to verify. "Two heart beats."

Illya put the car back into gear and drove slowly through the town. Even though the streets were deserted, he could see curtains moving as they drove by. Obviously their presence was immediately registered. Some folks were even adventurous enough to drift cautiously to their doors and watch as the sedan moved down the street. Illya was willing to bet that Nicks would know they were there long before they arrived at his house.

"Looks like the tallest structure in town is that old church steeple." Napoleon pointed as they drove past it.

"That's something to be said for small towns." Illya took the pre-described left turn, counted one, two and stopped the car. 

The building was like many in the small town, weather beaten and gray. Tumbleweeds had piled up against one side of it and a dog lifted its head to stare at them.

Napoleon stepped from the car and the dog let out a bark. Illya followed his partner, but reluctantly. He didn't like dogs very much.

A form filled the door way, a rifle pointed in their direction. "What the hell do you want?"

"We're looking for Dan Nicks."

"Why?"

"Because you called us, Agent Nicks." Napoleon studied the man, but the rifle didn't waiver.

"Who are you?"

"Napoleon Solo. You were Section Two, Number Two, when I came on board." He gestured to Illya. "This is my partner, Illya Kuryakin."

"A commie?"

"Not exactly," Illya muttered. "We are here because you called us, Mr. Nicks."

"I want to see ID." Both men reached slowly into their jackets and withdrew matching cards, holding them up.

Nicks stared at them for a long moment and then shook his head. "I'll talk to you, Solo." He waved the rifle nuzzle into the distance. "You, take a walk."

"I don't think…"

"It's all right, Illya, I'll be fine." Napoleon reached into his jacket and withdrew his communicator. "I'll be on Channel F."

'Understood. Be careful, my friend. I don't trust him."

"That makes two of us."

Illya slipped back behind the wheel of the car and drove off, heading back into town. Killing time would be problem here. What few buildings there were looked as if they were in imminent danger of collapse.

He parked the car in front of what purported itself to be the general store and climbed from the car. Two old men stared at him from their seats upon upturned boxes, openly suspicious of the stranger. Illya moved past them, sparing just a brief nod in their direction.

The inside of the store was no cooler than outside and he wished he could peel his jacket off, but that would reveal his shoulder holster and weapon, not a wise move. Instead, he pulled off his sunglasses and stared around in the dark interior, allowing his eyes to adjust. It looked like any one of a dozen small stores he'd been in. He walked to a case and studied the contents before selecting a bottle of soda. He didn't usually drink soda, but beer or juice were the only other choices and he felt like neither.

He carried the bottle to the counter and smiled at the young woman there.

"That do you?"

"Yes." Illya didn't make a face at the outrageous price. Back in New York, he could have gotten a six pack for what they were charging one bottle, but it wasn't like there was any choice. He handed over the bills and glanced around for the bottle opener. She held out her hand and he gave the bottle to her.

"You're a stranger here – passing through?"

"No, we're former co-workers of Dan Nicks and we thought we'd pay him a visit as we were just… passing through."

"Give me a break. We're a hundred miles from passing through anywhere." She handed the bottle back. "Try again."

"The truth, I have no idea why I'm here. Just along for the ride, I suppose." He drank deeply from the bottle, draining it and then placing it back on the counter.

"Don't you want your refund?"

"Keep it; a nickel isn't likely to break me." He headed back out into the sun, wincing at the intensity of it. He put the sunglasses back into place on his nose and started to walk.

He'd learned earlier in his career that when in doubt, always head for the highest point. That usually gave you a whole new perspective of the problem. With that thought in mind, he headed towards the church steeple.

Napoleon followed Nicks into the small house and habitually glanced around, immediately cataloging what he saw for future reference.

"Do you want to tell me why I'm here, Agent Nicks? You said there was THRUSH involvement here?"

"And old man, four nights ago. He was the town kook, always worried about being abducted by aliens. He went missing. His granddaughter asked me to look for him."

"Why you?"

"I'm the closest thing in the town to the law, being the mayor and all. While I was searching, I saw this fire. We worry about those things out here, us being tinder dry. When I checked it out, I found Old Man Whelan. It looked like someone had taken a flamethrower to him and the only road out of town was melted down to the bedrock."

"The road into town was fine."

"For now. When I asked him who had hurt him, he said "THRUSH." There is no way he'd know about them. I never talked about my time with UNCLE, so it couldn't have been that. That's when I called you."

"Your call happened to coincide with another situation that my partner was investigating." Napoleon handed him over a snapshot of the map room.

Nicks studied it and shook his head. "What the hell are they playing at?"

"Our question exactly." Napoleon's communicator chirped and he dipped into his pocket. "Yes, Illya?"

The Russian's voice was tinny over the instrument. "Napoleon, do you remember how I was remarking that it seemed odd someone was patching the roads here?"

"Yes."

"Would it also strike you as odd if I told you I am discerning a vaguely familiar pattern in those repairs?"

"What do you mean, Illya?" Napoleon glanced over at Nicks who hunched his shoulders. "Illya?"

Then he heard the scuffles, the sharp sound of fists hitting flesh, the grunts as they impacted. Then the communicator went dead.

"I have the feeling our playmates just kicked the action up a notch."

Illya was first aware of the metallic taste of blood and he lay quietly, listening, waiting for his body to come slowly back to reality, as unpleasant as that might prove to be. Not hearing any whisper of movement, he risked opening an eye. When it seemed he was alone, he struggled to sit up.

There was a hand on his shoulder and he instinctively started to jerk free of its grasp, gasping as pain lanced through his bruised stomach muscles. Whoever punched him had the strength of a pile driver.

"Take it easy, I'm a friend."

Even though Illya was disinclined to believe that, he relaxed. If the speaker had intended to harm him, there would have been ample opportunity for him to do so while Illya was unconscious.

Illya sat back and examined the speaker – tall and lanky, wearing a brown suit and almost as out of place in this spot as he was.

"You'll forgive me if I don't take you at your word," Illya said, starting to get to his feet. The man leapt to his and offered him a friendly hand up. After a moment, Illya took it and managed to stand, swaying slightly as his body protested the change in position.

"If you don't mind me saying, you look like you could use a doctor."

Illya recognized the accent as British, which struck him as odd, but no more odd than a dozen other things he'd seen in his lifetime.

The man had pulled a pair of black-rimmed glasses from his coat pocket and Illya's hand went reflexively to his own jacket. His were still there. Even more surprising, so was everything else except his communicator.

"I'll be fine. Who are you?"

"I told you, I'm the Doctor." He stuck out a long tapered hand and Illya reluctantly took it, not as much out of hostility, but because he still wasn't sure of his standing with this man. He kept his grasp neutral. "Ah, naturally cautious, I like that in a human."

"Illya Kuryakin and if you don't mind, I think I'll get out of here."

"Oh, I wouldn't try that if I were you."

"Are you going to stop me?"

Illya cautiously opened the door and a slender black leather-encased biker was standing there.

"Not me, but he will and he's the one who hit you the first time. Slabs don't know their own strength"

On another occasion, Illya would have launched himself at the biker, but a hitch in his side and a throbbing in his stomach temperd his judgment. Hastily, he closed the door.

"You called them what?"

"Slabs, basic slave clones, do whatever their buyer tells them and I reckon this one's told him to watch you." The Doctor tucked his glasses back away. "You're gonna know what it's like to have a shadow."

"Wouldn't be the first time." Illya glanced about the room. There was a small window. It would be tight, but he could slip through. He wasn't so sure about the other man though. "Think you can make it through there?"

"Why would I want to do that?" The Doctor smiled warmly at him

"I need to find my partner. There's something going on here and he needs to know. We need to stop it."

"To know what? What have you seen?"

Illya shook his head. "I would rather not share that information with a stranger, if you don't mind."

"But I'm not a stranger." He pulled a sheet of paper from his pocket and Illya started at the sight of a gold UNCLE ID card. "London branch, John Smith, at your service. So, what information?"

Napoleon Solo ran up to their rental car, still parked in front of the store. Two men sitting there stared at him long and hard. A moment later, Dan Nicks joined him, panting slightly from the run.

"Christ, I'm out of shape," he muttered.

"Hey, Dan," one of the men said, raising a hand. "Warm today."

"Did you see the man who was driving this car?" Napoleon asked, unwilling to lose any time on small talk.

Both of the men ignored him and kept their attention on Nicks.

"Answer the man, Bernie. Did you see the guy driving this car?"

"Might nigh under an hour ago. He bought himself a soda and then took off in that direction." The speaker pointed towards the church. "Scrawny little fella, then some other fella showed up and went after him."

"Can you describe him?"

"I told you, scrawny, blond, sort of looked in a hurry."

"Not him, the other one," Napoleon snapped and the speaker and Nicks glared at him. "Look, my partner might be dead for all I know; I have neither the time nor the inclinations to play nice at this point." The Walther was out of his holster. "Where is my partner?"

The man on the porch didn't exactly cringe in fear from the sight of the pistol, nor was he unimpressed. "I told you. Your partner headed towards the church. The biker fella followed him."

"I've heard enough." Napoleon started towards the church at a steady jog.

Over his shoulder, he heard, "Who was that fella, Dan?"

"Just some crazy guy I used to work with. Thanks, Bernie!"

Napoleon arrived at the church and glanced around, trying to think like his partner. Illya always tended to go up. He spotted a set of stairs and headed for them.

"Solo, wait! Those might not support you. This place has been abandoned for years."

"Then why are there fresh tracks in here?" Sure enough the sand on the floor was scuffed as if by feet. Still, he let Nicks' warning caution his steps. He tried one step; it creaked a protest, but held. He moved as quietly up them as he could, coming to the top of the belfry. There amid the scuffled sand and debris was Illya's communicator. It had been crushed completely. "At least we know Illya was here. But what did he see? He said it was patterns…something to do with patterns."

"Hey, Solo, check this out." Nicks pointed out the open side of the belfry towards the road, the part that hadn't been fried. "You two came in this way. Now, look at the way out of town."

Napoleon whistled softly. "And I take it that's why you called us in?" He'd had never seen a road completely melted down to the gravel base before. It was as if the road had been made of nothing more than candle wax. "Incredible. What would it take to do something like that?"

"You're asking me?"

"No, I was asking Illya, but he's not here, is he?" He studied the part of the road that was still intact. "All those squiggles, they almost look like words."

"Not almost, check this out." Nicks pointed to the sand where Illya had apparently transcribed some of the shapes.

"Those look vaguely familiar. Napoleon knelt and studied them, then just as his partner had, he happened to look up and the reflective surface of a bit of metal added a top image to the bottom. "That's it – they're half letters. It's Cyrillic. "

"I'm sorry; what are you babbling about?"

Napoleon started to trace over Illya's letters. "The squiggles down there are the bottom half of letters. You complete the top half and you have that."

"Still a bunch of garbage to me."

"I'm imagining that's what they wanted people to think, however. However, for those of us who aren't American born or those who happen to speak and read the language because we have a Russian partner, we can recognize those for what they are, letters from the Russian alphabet. No wonder Illya was so excited."

"The Ruskies are doing this? Those red bastards, I should have taken more of them down when I had the chance. And you can read it?"

"It was one of the reasons I was initially partnered with Illya. To be honest, however, my reading of Russian isn't as good as my speaking is, no matter what my partner says." Napoleon studied the words, his mind grappling with the half familiar alphabet. "Open Channel D please."

"Channel D is open. Is that you Mr. Solo?"

"Yes sir."

"How are you and Mr. Kuryakin progressing?"

"I seem to have lost Mr. Kuryakin, sir."

"Again, Mr. Solo? You are getting inanely lax when it comes to your partner's whereabouts, Mr. Solo."

"Yes, sir, but he did manage to stumble onto something. I was wondering if you could patch me through to linguistics."

"Of course, keep me apprised." There was a momentary pause and then a different voice came on.

"Communications."

"Dona, my delight, I have a problem for you that's right up your alley."

"Absolutely, Mr. Solo, unraveling problems is my specialty."

"I need a quick translation."

"Shoot."

"скоро"

"Soon"

"все."

"All."

"мертвый."

"Dead."

"Are you sure?"

"Pretty sure, but why don't you just ask Illya? I'm sure he'd be able to translate it faster and quicker for you."

"Dona, my treasure, you don't know how much I wish I could ask him."

Illya reached down a hand and pulled. For his thin frame, the man was astonishingly heavy. The climb through the window hadn't been particularly hard, but Illya was breathing heavily. His stomach was just a dull ache now, nothing he'd not suffered with before. He glanced to his left and his right. The window had dumped them into a corridor of some sort.

"Oh, oh, your absence has been noticed." Smith grabbed his arm and pointed. Two black figures were approaching. "Run."

"I don't run," Illya muttered, pulling out his Walther. He aimed and shot. He saw the bullet hit his target, the figure hesitated a moment and then continued forward. Another bullet, the same response.

"If you're fulfilled your need for senseless violence now, listen to me. These guys, they aren't human, they never ever stop, they never ever sleep, and they have but one purpose in life and that's you, my friend."

"Then we run."

Napoleon stared down at the lengthy translation before him. "Soon all dead. We want you come us. Be us now."

"Well, whoever wrote this is still struggling with sentence structure." Nicks grumbled, fanning himself with his hat.

"I'm more concerned with the overall message." Napoleon stood and brushed off his hands. "Soon all dead is pretty straight forward, but we aren't sure who the victim will be– the people of this town? And why? We want you to come. Again who wants whom?"

"Do you think your partner knew?"

"Knows. He's not dead."

"He could be."

"Believe me, he's harder to kill than you think."

"I would have to agree with you on that." The third voice sent Napoleon for his weapon and both men spun, and then Dan laughed.

"Damn, Halle, you shouldn't sneak up on a man like that…" he trailed off at the slender bit of metal she held in her hand. It was pointed directly at them and Napoleon instinctively took a step in front of Parks. "What do you have there, girl?"

"We like to call it a subcutanial disruptor. One blast and a person's cells explode." She pointed it at him and smiled. "Would you like a demonstration, Dan?"

"Why don't we just take your word for it?" Nicks said, looking uneasily from the instrument to her face and back.

"You've seen Illya?" Napoleon pulled the woman attention from Nicks.

"The blond? Yes, he and the Doctor are currently leading the slabs on a merry chase. The only problem is that humans wear out, so do Time Lords, if you chase them long enough so it's only a matter of time before they are caught and then…" She aimed the instrument at a pigeon and fired. It exploded in a ball of feathers and blood. Napoleon instinctively shielded his face.

Nicks stared open mouth. "What the hell did you do that for?"

"I had the feeling that you weren't going to take me seriously and you should."

"Where's Halle.. the real one?"

"She was of use in controlling her grandfather, but once we extracted all the information from him that we needed, her usefulness ceased to be. I assumed her shape so that we might walk freely among you."

"Old Man Whelan was right. He was being abducted."

"Yes, we found him of limited help, but that information was enough for us to continue undetected while we awaited the word of the Bird."

"The Bird?"

"Think she means THRUSH. Is that what this was all about? You've been crisscrossing the country destroying towns to attract their attention?"

"Yes, but they refuse us. They ignore us."

"They are probably as clueless about to your presence as we were."

"But no longer," Halle said, smiling, and tilted her head to the side. "Soon the picture will be complete and they will know us and feel us and be one with us and we shall be complete."

"But why THRUSH?"

"Pretty obvious to me – they have power, they have money and more than that they have a burning desire to control the planet. Control them, control the world."

"And then we will control them and the Earth will be ours. Then the Doctor will be no more."

"This is the second time you mentioned a Doctor… Doctor who?" Napoleon asked and the girl merely shook her head slowly.

"No more, with this town, we are through, we are complete. The Bird will come to us soon and we will be one."

"Not necessarily." All three turned at the voice. The speaker was tall and exceedingly thin. Close on his heels was Illya, but Napoleon kept his jubilation to himself, especially at the sight of two leather-clad bikers behind them.

"You brought them, excellent." Halle walked to the slab and pointed. "You will maintain contact with him." She pointed to Illya.

"Why me?" Illya wanted to know.

The woman shrugged her shoulders. "With you, we control your friend and through him, Nicks. And eventually The Doctor, I think." She moved to him. "You are an added pleasure Doctor."

"Resillians, you never learn, do you?" The man's tone was plaintive. "I kicked you off Taraka Five and Albeca Three; you will not have this planet."

"We didn't ask you, Doctor. The Bird drew us here and with the Bird, we will fly."

"Can't you get this through your thick skulls?" He turned to Illya and tapped his own forehead. "Literally they're thick, almost two inches in some spots." He returned to Halle. "This planet is defended, by me, by Torchwood; you will not be allowed to succeed. Leave this planet; I will not give you a second chance."

Halle laughed. "Oh, Doctor, issuing ultimatums at your age? Hasn't nine hundred years taught you anything?"

"Well, yeah, I make a great banana daiquiri, I know how to play a bagpipe and I once taught an entire legion of Attila the Hun's boys how to play chess. They are killer players, really understand strategy." He ran a finger around the collar of his shirt. "And no mercy; I will stop you."

"What's he talking about, Illya?" Napoleon asked his partner quietly.

"I have no idea, I woke up and he was in the cell with me. Said he's a John Smith out of London, but not likely," Illya murmured back. "Those guys, I don't know what they really are; he calls them slabs, but stay out of arm's reach. They pack an incredibly efficient punch."

"Duly noted."

"You read their little message?"

"Yes and our dear hostess was explaining that they are trying to get hold of THRUSH, some sort of bargaining is in session." Napoleon trailed off as he realized the others were staring at them.

"Are we finished?" The Doctor's words were politely sarcastic. He turned back to Halle and pulled a slender tube from his pocket.

"A sonic screwdriver?" The girl laughed. "You're threatening me with a sonic screwdriver? You Time Lords, you don't even have proper weapons." She pointed hers at the Doctor.

"I do." Illya slipped his Walther out and fired. The bullet clipped the weapon she held and Halle dropped it to the ground with a gasp. One of the slabs took a step forward, but by then Napoleon had scooped it up and was aiming it in its direction. It took an involuntary step back.

"I love humans!" The Doctor exclaimed, grabbing Illya's head and kissing his temple. "You're so impulsive."

"I'll show you impulsive. Do that again and I'll put a bullet in your foot." Illya pulled free from his grasp and wiped at the spot, frowning.

"Sorry, sorry, I just…" He made an expansive gesture with his arms. "You're always so brilliantly unpredictable."

Likewise, Napoleon had drawn his weapon and now aimed it at the woman. "And if you have indeed assumed this woman's form, then I wonder how you'll hold up to a 9 mm. bullet. They can do an awful lot of damage. As he said, this planet is defended, from you, from THRUSH, from whoever threatens her."

She took a step back, her gaze going from the man to the P-38 and back. She touched her wrist and both she and the slabs disappeared into a shower of sparks.

"I volunteer you to write up this report," Illya muttered, holstering his weapon.

"Gee, thanks."

"As you keep pointing out, senior agent by two years."

"And technically your boss."

"In your dreams, Solo."

"Excuse me." The sarcastic tone was back in The Doctor's voice. "Could we focus on the problem here? She's taken your friend."

Napoleon looked around. Sure enough, Nicks had vanished as well.

Dan Nicks looked around at very different surroundings. It looked as if he was standing in the middle of a large high-tech cockpit of some sort. Lights were flashing and a console was beeping. It was straight out of a science fiction movie. Then he turned around and caught his breath.

The two men from the store porch were looking back at him. "Hey, Dan, not as hot up here, is it?"

"What the hell?" He spun around and saw Halle. "What are you doing? Where am I?"

"All questions that are destined to never be answered, I'm afraid." She snapped a finger. "Take him to interrogation and let's find out the history of the men he was with."

"Where will she have taken him?"

"Probably back to her ship. If I know Resillians, and I do, nasty little grabby things, they are going to give your friend a massive headache and suck all the knowledge right out of his head." The Doctor glanced over at them. "I do mean that quite literally."

"Not with his programming," Napoleon said confidently. "He's an UNCLE agent; he'd rather die than break."

"He won't be given the option. They will wipe his brain clean and then use his body for whatever purpose they need it for. Then they'll probably come back for you two."

"That doesn't sound good. Why not you?" Illya asked. "You obviously know more about them."

"That's true, but they know all about me; it's you and your planet they are interested in." The Doctor took a step forward. "Listen we aren't going to have much time. I need some answers and I need them very quickly." He raised his hands towards Illya's face and the Russian took a step back. "This won't hurt."

"No, thank you." Illya voice was firm.

"Mr. Kuryakin, I beg of you. If you want this stopped and to have any hope of saving your friend, I need to get this information and this is the fastest way."

"You hurt him and I will put a bullet through your head where you stand, do you understand me?" Solo replied.

"I do and I won't. Please, we are wasting time."

"Illya…" Napoleon gave him a smile and Illya sighed.

"Let's take a look, shall we?" The Doctor touched his fingers to Illya's face and began to concentrate. "My word, you really did that? You need to change the fifth variable to x over pi to make that equation work, by the way. I need information on this bird thing they are going on about." He grew very quiet and then suddenly dropped his hands, his eyes glistening. "I'm sorry, I'm so very sorry. How do you stand it?"

"Illya, what…?" Napoleon asked and his partner shook his head.

"No idea what he's talking about." But Illya kept his eyes downcast, not meeting his partner's.

"So this THRUSH organization is constantly trying to take control of the world and now the Resillians want to join forces with it, THRUSH controls the world, they control THRUSH."

"THRUSH would never agree to it."

"They won't have much choice. The Resillians will make nice, pretend to worship and glorify them, give them superior weapons and then slowly, and without THRUSH Command knowing it, key members will be removed and replaced by Resillian look-alikes, just like they did with that woman."

"What do they do with the person?" Napoleon asked.

"Suck them dry and then use their skin, like a human bodysuit."

"But why Earth?" Illya had rejoined the party, still looking a bit subdued.

"Because you have something they crave – salt. They love the stuff! They'd bathe in it if given the chance. Can't get enough of it. Once they are in control, they will amp up your sun, dry the planet out and scrape the salt from its surface. You are one big salt cellar to them."

"What about us?"

"They'll suck it out of you lot as well. You're like Hershey's Kisses to them."

"So, we need to stop them and I am of the opinion, Mr. Smith or Doctor, whichever you prefer, that you are the man to do it," Napoleon said, pulling out his communicator. "What do we need to do?"

"I reckon that you are correct, Mr. Solo. Call New York and let me talk to your boss."

"Open Channel D, top priority."

"Yes, Mr. Solo." Waverly's voice sounded weary tonight. "Do you have any news?"

"Well, I found Mr. Kuryakin and he had a very interesting gentleman with him, a Mr. John Smith."

"Not THE John Smith?" There was a long pause and Napoleon glanced down at the instrument, concerned that he'd broken the connection somehow. "Doctor?"

"Hello, Alexander! How's the wife and kids?"

"I don't believe this," Illya muttered, lowering himself to the floor and propping his back up against the wall. "This is just getting more and more strange."

"They're excellent, thank you, what can we do for you?"

"Alexander, I'm afraid you've got a bad case of Resillians. This is what I need for you to do. You need to get your people together and contact THRUSH."

"Can't be done."

"Must be done, for the sake of the world. You see, while THRUSH may be keen on taking over, they wouldn't be as keen to be played for fools."

"Of course."

"And have your military stand by. If the Resillian's ship gets close enough, you might stand a chance of bringing it down. There's a man who has been collecting all sorts of alien technology. He might have something that would work for you." The Doctor lifted his screwdriver to the communicator and it trilled for a moment. "Contact information is being transmitted directly to your data files. Contact him and make him help you, Alexander."

"I understand. We will and, Doctor, thank you."

"My pleasure, Alexander, it's what I'm here for. And I'll take care of your two agents as well, shall I?" He winked in their direction. "But be fast. I'm not sure how much time we have." He handed the communicator back to Napoleon and grinned. "And now I think it's time we called in the Big Dogs." He gestured. "If you'll follow me?"

Dan Nicks felt as if every cell in his body was exploding at the same time. He thought he'd been tortured before, but these jokers had it all over THRUSH. He'd given up screaming and now sprawled helpless in his manacles, all but a small bit of his brain numb.

His captors didn't seem to care whether he heard or not, so confident were they of their techniques.

"There are many gaps in his memory. The knowledge of the Bird is not as it should be. It is… dated."

"We'll need one of the others then. "

"The others are with the Doctor and he has hidden them from our view."

"And there has been no communication from The Bird?"

"No."

"Then call our scouts back and we will burn the town. Then our message will be complete and our voice mighty."

"What of this one?"

"He might be of further use to us. He knows of this enemy organization and with him, we may be able to infiltrate further. Transport him to a holding cell."

Dan felt himself hauled up off the table, but he didn't offer any help to his captors. Playing dead was something he knew how to do very well and he wasn't ready to go down without a fight yet.

Napoleon and Illya trailed after the tall lanky stranger.

"I'm still not convinced of his intentions."

"He's the best option we have right now, Illya."

"He's right you know, unless you've had nine hundred or so years of dealing with this sort of thing, I really am your best choice right now." The Doctor tossed the comment over his shoulder as he stopped in front of a structure akin to a blue phone booth. He opened the door and disappeared inside. Both UNCLE agents stood quietly just outside until the Doctor reappeared. "Well, come on, don't be shy."

"I don't think there would be quite enough room in there for all three of us, Doctor," Napoleon said politely, as if he were addressing an idiot.

"Nonsense, plenty of room. Come on!" The Doctor ordered and Napoleon exchanged a doubtful look with his partner, who hunched his shoulders, but followed the man.

"What on… God's green earth?" Napoleon started as he stared about. The inside of the box was huge. "Illya?"

"Sorry, this throws everything I learned in Quantum Mechanics out the window." The Russian was wandering, hesitantly touching the walls. "What is this?"

"This is a TARDIS and it's not a what; it a who, just as alive and breathing as both of you. As long as you stay in here, the Resillians won't be able to detect you. I'll wager that they won't be finding out what they want from your friend and will come looking for you next. But that leads us to another problem. You see, for me to deal with our bird worshipping friends, it would really be better to do it on their level."

"Their level?"

"Well, on their ship, not to put too fine a point on it. But with you two on board, I can't take the risk."

"Then leave us here. We're expendable."

"Then you do have a problem." Illya sank down into one of the chairs around the console and reached out.

"Don't touch anything. Just… don't," the Doctor ordered and slipped into one of the seats opposite him. He threw a switch and there was a hum, a kind of half throb, half whine. The ground began to shake and Napoleon grabbed onto the nearest thing he could find, a sort of tree trunk arrangement. "Next stop, the Resillian ship."

The Doctor cracked the door of the TARDIS open and cautiously stuck his head out. When no one pointed a weapon at it or threatened him in any language, the rest of his body followed. He held up a restraining hand to the UNCLE agents.

"Just let me have a bit of a look around first, shall I? Be back in a jiff. Just sit tight until then. The TARDIS can withstand anything, so just stay here, okay?"

"I keep expecting to wake up any minute now," Illya confessed. "Just when I think this affair can't get any stranger, it does."

"I'm right there with you, partner." Napoleon walked to his side. "And yet Mr. Waverly obviously believes this crackpot and trusts him. That has to count for something…"

"Early retirement." Illya stood and adjusted his jacket. "I don't care what he says, Napoleon, to sit here is just asking for trouble. If the planet is indeed threatened by these leather-wearing maniacs, I'm not going to sit by and let them take it. I fought too many wars to end up hiding my eyes in fear. I don't mind facing death as long as I can look it square in the eyes."

"Well put, Mr. K. and I agree." Napoleon walked to the door and eased it open. "No one in sight, let's go."

Dan Nicks studied the ceiling of his cell, trying to formulate a plan. He had no weapons, he had very little strength and more pain than he knew what to do with. He also had his resolve. If an opportunity presented itself, he would do whatever he could to bring this to an end. Until then, he rested and tried to regroup.

"Agent Nicks, how are you feeling?"

Surprised, Nicks head came up and he looked directly at the Doctor. He was standing in front of the door, waving about something that looked like a communicator, but bulkier. "You?"

"In the rather stupendous flesh. Let's get you out of there and back to the TARDIS, shall we?" The metal rod made a buzzing sound and the force barrier at the door stopped humming. "No time like the present. Can you walk?"

"Barely." Nicks got to his feet swaying. They'd taken just a few steps out of the cell when there was a shout of "Stop!"

The Doctor grabbed his arm and started to drag him, stumbling over his feet as he tried to make them work, along. Just when Nicks was ready to collapse, they stopped and he was roughly shoved into something that looked like a phone booth. He was about to point out that it was an inadequate hiding place when he saw the interior for the first time.

"Oh my God, it's…"

"I know, bigger on the inside," The Doctor snapped as he looked around. "Why don't they ever listen to me? What is it about humans? 'Stay put' you tell them and they hear 'go bugger off and get into trouble.' I don't know why I bother, I really don't." He led Nicks to a chair and punched a screen into life.

"That's where I came in." Nicks pointed to a spot. "Right there in fact with Halle… but it's not Halle any more, is it?"

"No, I'm afraid all that was your friend is gone."

"And the same thing is happening to me, isn't it?"

"No, what sort of talk is that?"

"I can feel it. Everything is different now, I feel distant from my body."

"Yes, I'm sorry."

"Kill me."

"I can't."

"Don't let them use me. Please, I lived my whole life protecting my people and keeping the world safe; don't let me be used against them now.

"I won't let them have you." The Doctor settled a hand on his shoulder. "You're in the TARDIS now and safe. I'll cure you. I don't know how yet, but I'm the Doctor. It's what I do."

Dan stared at him for a long moment and then back at the screen. "What are you looking for?"

"A big red button which must never ever, under any circumstance, be pushed."

"Why?"

"Because I intend to push it." He grinned at the former UNCLE agent. "I never could resist a big red button." He pointed. "There!"

"That's a lever."

"Well, lever, button, who's to say?"

"What will it do?"

"Start a destruction sequence. If there's one thing that Resillians hate more than me, it's being captured, and they will do everything they can to avoid it. Death is far more preferable to them than being caught." He ran a hand through his dark hair and sighed. "Now all I have to do is find your two friends before they get into… oh dear…"

Napoleon and Illya stared uneasily at the people surrounding them. All of them were holding those pen-like weapons that the woman had been waving about earlier.

"I am thinking that we have perhaps met your Waterloo together, Napoleon. These people do not look like the bargaining type."

"Ah, but that's where you are wrong, Mr. Kuryakin." Halle stepped from behind a slab and smiled happily at him. "We are very much the bargaining type, so much so that we will strike a deal with you. One of you can go, the other, we will need to extract information from. Mr. Nick's data was sadly dated and I suspect that either of you would be able to provide us with what we need."

"I'll stay," both men said in unison.

"Illya, I'm CEA and I'm ordering you."

"And you know how well I respond to direct orders. " To Halle. "My mind is much more analytical and ordered than his. I have what you want."

"What? A backdated sense of capitalism, a cock-eyed sense of world order, and a stubborn streak? Who needs that? I won't let you." Softer. "Get back to the TARDIS and wait for the Doctor. I'll stall them."

"You can't stop me, Napoleon."

"The hell I can't. Watch me."

Halle clapped her hands and pointed. "Enough of this male posturing. Take them both." She smiled again. "I was lying anyway. If one of you had left, he would have been assimilated."

"Let's hear it for loyalty then."

They were dragged into the interrogation room and both strapped to tables.

"We want to know about the Bird."

"You mean THRUSH; what do you want to know?" Napoleon wiggled the fingers of one hand, testing the strength of the manacles that held him.

Halle smiled at him and nodded just once. Napoleon was bathed in light, suddenly stiffened and started to scream as Illya struggled in his bonds. "Everything," she said.

The Doctor watched the last slab walk from the room and stepped in just as Napoleon cried out. All attention was on him and he slipped over to a console and took out his screwdriver. Making an adjustment to it, he pointed it and it whirred quietly. The light bathing Napoleon ceased and the UNCLE agent sagged in his restraints. At the same moment, the whole ship shuddered like a dog shaking off water.

That didn't keep Illya from continuing his attempts to break free from the manacles holding him.

Halle walked to a table beside Napoleon and pressed a small switch. "What has happened?"

"There's been an unaccounted for power surge from the planet below."

"Bravo, Alexander," the Doctor murmured softly, carefully keeping from view.

"Explain."

"It would appear to be some sort of holding beam, but it is weak and we are resisting."

"I am coming. I am sure these two will be more than happy for a reprieve, however brief it might be."

The Doctor waited for her to exit the room and hurried up to Illya. He readjusted the screwdriver and pointed it at Kuryakin's manacles.

"What part of 'stay put' don't you understand?" The restraints sprang open and Illya rubbed his wrists, bright red from his efforts. A moment more and the ones holding his ankles opened and he sat up, swinging his legs over the side of the metal table.

"What did you do?"

"I fused the components for their little light show. Why no one thinks of using fuses any more is beyond me. I like fuses, I helped develop them, you know… well, did develop them, but I let Tom Edison get the credit for it."

Illya slid off the table and went to Napoleon. The agent was starting to come around, moaning.

"It's all right, Napoleon," Illya assured him quietly, rubbing a shoulder. To the Doctor, Illya continued. "No, I meant the other. He said a holding beam?"

"That would be your Mr. Waverly's doing, not mine. However, it is time for us to make our farewells. I have Agent Nicks waiting for you. He's been… compromised."

Illya nodded and waited for Napoleon's bonds to release. "We have to go, Napoleon. Lean on me." He helped the man to his feet and they headed for the door.

The Doctor glanced around the immediate area when they arrived back at the TARDIS and fumed. "When am I going to learn? When am I just going to leave you all to your own devices?"

"What's wrong?" Napoleon's voice was husky, but he was moving more easily now.

"Nicks is gone."

"There he is." Illya pointed to a monitor and the Doctor began to slap himself.

"No, no, no, no, no!" he screamed at the monitor.

"What?"

"Stay here – I mean it! Do not move! I will be right back!"

Illya watched him run from the TARDIS, coat flapping in the wind, before moving to Napoleon's side and squatting before the seated agent. "How do you feel?"

"Like I'm coming down with the flu or something." Napoleon was rubbing the back of his neck. "Everything hurts. What happened?"

"I'm not sure, but the Doctor stopped it almost before it started."

"Thank small favors for that then." Napoleon leaned back in the chair and groaned. "You wouldn't happen to have any aspirin on you, would you?"

Illya smiled. "Sorry." He squeezed Napoleon's shoulder. "Sit tight. I'll be back."

"You heard what the Doctor said."

"Yes, well, there's still one of our own out there, Napoleon, and despite the fact that he hates commies, this commie isn't about to leave him behind."

Nicks kept in the shadows as much as possible. The slabs didn't seem to be paying any attention to anything except the consoles to which they were assigned. The ship shuddered again and Nicks smiled. The Doctor was obviously up to no good. Well, so was he. That lever, the one that the Doctor said should destroy the ship, was close now. He just had to convince his body to move those last few feet. He'd be damned if he'd stand by and watch the planet fall first to THRUSH and then to these yah-hoos. He still wasn't sure about the whole alien bit, but it didn't matter. If he was going to die, it would be in the line of duty.

The door opened and the Doctor raced around the corner and slammed into a wall of slabs. The two closest grabbed him and held him firm as Halle approached.

"Hello, Doctor." Halle grinned pleasantly at him. "I rather expected to find you behind all of this. "

"What? This? Me? Not my style." He immediately relaxed. "But I did warn you. You will not have this planet."

"We will take what we want. It is our way."

"It doesn't need to be. Cooperate with them. These humans, they're not bad sorts." The Doctor kept his attention on Halle even as he watched Nicks creep closer and closer to the self-destruction lever. The ship shuddered again. "But they are unpredictable. Call off your invasion and I'll call off the tractor beam."

"In a matter of minutes, this planet will burn and we will take what we want. The Bird has ignored us; now it will feel our might. Then their tractor beam will be of little consequence to us."

Nicks boosted himself up the last few inches, his hand now on the lever. "Yeah? Well, how about this then, Halle? Is this of consequence?" He pushed it and claxons started going off. An alien voice began to drone.

Halle screamed aimed and fired. Nicks evaporated into a brilliant explosion of lights and the Doctor spun on her.

"He was dying anyway, why did you do that?"

"Because I could and if it is to be my last act, then so be it, but know that you will die too, Doctor, along with us."

A gun rang out, firing twice, and the slabs holding the Doctor both fell.

"We might have something to say about that." Before Halle could react further, Illya aimed and fired. She collapsed into a heap. "Time's a-wasting, Doctor." The slabs started to advance and the Doctor ran past Illya. He fired twice more and followed.

"Just like old times," Illya muttered, following.

"What did you say?"

"What? Nothing?" Illya let off two more rounds, nearly losing his footing as the ship started to cant dangerously to one side.

"Time to go." The Doctor gave him and encouraging push towards the door and they ran.

They rushed into the TARDIS and the Doctor slammed and locked the door behind him. Without wasting a word he moved to the control console and began fiddling, slamming and kicking various levers, switches and dials in an effort to do everything at once. Finally he pushed up a lever and the ship started to hum.

"What about Dan?" Napoleon asked quietly.

"Died in the line of duty," Illya said softly. "He took down the principle target at great personal cost." Illya sank into a chair and shook his head slowly. "I cannot wait to see Mr. Waverly's reaction to this report."

Napoleon Solo moved slightly and groaned softly. "What were you pouring last night, _tovarish? _My head feels like it's about to come off," he whispered. He opened his eyes to stare up at the ceiling of Illya Kuryakin's living room.

"Stop shouting," Illya crawled halfway up onto the sofa and flopped onto it. "The last time I felt like this… I have never felt like this. I am Russian, it is physically impossible for me to have a hangover."

"Really?" Napoleon managed to join him on the couch and leaned against him.

"No, but it's my story and I'm sticking to it."

Neither man saw a third one standing on the fire escape watching them from behind the glass. After a moment, he disappeared from view and there was a strange humming wailing noise.

It triggered some half forgotten memory and Illya looked in its direction. "Did you hear that?"

"Hear what? All I hear is my pounding head."

Illya listened for a moment more and then shrugged. "Nothing, I guess. I just…" he looked toward the window and shook his head. "Weren't we somewhere else?"

"Somewhere else?"

"Hot, I remember being hot." He looked around at the files that were strewn about the place. "I've studied these things seven ways from Sunday and can't find anything."

"I'm going to recommend to Waverly that we shelve this for the time being." Napoleon lifted his head up and thought for a long moment, then he dropped it back with a groan.

"What?"

"Did you ever have a feeling that something incredible had happened and you should remember but you can't?"

"No…" Illya staggered to his feet. "I need a shower or to throw up or possibly both."

"Don't let me get in your way then." Napoleon gave him a push and sank back to the cushions. He looked back over at the balcony door and then shook his head. Oh well, if it was really important, someone would mention it to him…


End file.
